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 Party's loan to the Owner relating
 to, or security over, or rights
 relating to, the Aircraft other
 than any sale, assignment, transfer
 or other disposition that occurs in
 connection with (w) an Event of
 Loss, or (x) an exercise of
 remedies after the occurrence and
 during the continuance of an Event
 of Default, or (y) a substitution
 or replacement of the Aircraft, the
 Airframe, any Engine or any Part,
 or (z) the maintenance, repair or
 pooling of the Aircraft, the
 Airframe, any Engine or any Part;
 or

 (d) any Tax caused directly by the
 gross negligence or willful
 misconduct of any Tax Indemnitee
 (other than any gross negligence
 caused by an act or omission of
 Lessee or any Specified Person) or
 the breach by Lessor of any
 covenant of Lessor in this
 Agreement; or

 (e) any Tax imposed on or payable by a
 Tax Indemnitee to the extent caused
 directly by, and would not have
 been imposed but for, the existence
 of a Lessor Lien; or

 (f) with respect to any Tax Indemnitee,
 Taxes imposed to the extent the
 same results from the failure by
 such Tax Indemnitee to pay, or to
 file any required Tax return or to
 provide required information in
 respect of, any Tax on a proper and
 timely basis (provided, however,
 that, with respect to any Tax
 required to be paid or any Tax
 return required to be filed solely
 as a result of the transactions
 contemplated by the Transaction
 Documents, such Person has before
 the due date for payment of such
 Tax or the filing of such Tax
 return either received a written
 demand therefor or

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